Peet’s has until Monday to win DiedrichPeet’s has until Monday to win Diedrich

Alan J. Liddle

IRVINE Calif. Diedrich Coffee Inc. directors reaffirmed in Friday regulatory filings their belief that the Dec. 1 all-cash acquisition offer of $35 per share by suitor Green Mountain Coffee Roasters Inc. is superior to a rival $32.50 cash-and-stock offer by Peet’s Coffee & Tea Inc.

That means Emeryville, Calif.-based Peet’s has until 5 p.m. Monday, Dec. 7, to counter Green Mountain’s offer or give up the bidding war, Diedrich said.

The acquisition tussle so far has pushed the total value of the transaction up from $214 million, based on Peet’s Nov. 2 opening offer of $26 per share and its stock price at that time, to $290 million.

The Diedrich board originally declared the Green Mountain bid superior on Tuesday. But it agreed to schedule a Thursday meeting to again consider its position after Emeryville, Calif.-based Peet’s complained it had not been properly noticed about board activity related to the latest Green Mountain bid, as required in an earlier Diedrich-Peet’s acquisition agreement.

In a Securities & Exchange Commission filing Friday, Diedrich said it believed it correctly gave notice to Peet’s the first time around, but nonetheless agreed to hold the Thursday meeting to forestall additional complaints by Peet’s. Irvine-based Diedrich’s characterized Peet’s protests as “merely an attempt to delay the process rather than engage in substantive and constructive discussions.”

In a filing Wednesday about the latest Green Mountain bid, Peet’s said it would evaluate its possible courses of action. It revisited a theme it used earlier in the week, mainly that government anti-trust concerns might significantly delay the closing of a deal between Green Mountain and Diedrich or otherwise complicate or add costs to the transaction.

Waterbury, Vt.-based Green Mountain countered such talk in its own statement, noting “it has thoroughly evaluated this transaction and is confident it can consummate the transaction promptly in early 2010.” It added that its offer includes provisions stating it will pay Diedrich $8.5 million on or before Feb. 15, 2010 in the unlikely event that regulatory approvals are not obtained, and will add another $1 million to the termination fee for each of two additional 60-day periods.

Both Peet’s and Green Mountain have been courting Diedrich Coffee especially for its expertise in producing and selling specialty coffees for K-Cups used in Keurig Inc.’s popular single-cup brewing system and its roasting capabilities. Keurig is owned by Green Mountain. The acquirer also would pick up Diedrich’s Coffee and Coffee People brands, as well as control of the single-serve rights to the Gloria Jean’s coffee label.

Contact Alan Liddle at [email protected].